Gap Inc (GAP) CLO exercises 8,633 RSUs; 4,189 shares withheld for tax

Rhea-AI Filing Summary

Gap Inc Chief Legal & Compliance Officer Julie Gruber exercised 8,633 restricted stock units into common stock. The RSUs converted on a one-for-one basis into 8,633 shares of Gap Inc common stock at a conversion price of $0.00 per share.

To cover tax obligations related to this equity compensation, 4,189 common shares were withheld at $23.85 per share in a tax-withholding disposition, not an open-market sale. Following these transactions, Gruber holds 58,414.4577 shares of Gap Inc common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gruber Julie

(Last) (First) (Middle)

TWO FOLSOM STREET

(Street)

SAN FRANCISCO CALIFORNIA 94105-1205

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal&Compliance Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		M		8,633	A	$0.0	62,603.4577	D
Common Stock	03/18/2026		F		4,189	D	$23.85	58,414.4577	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0.0(1)	03/18/2026		M			8,633	(2)	(2)	Common Stock	8,633	$0.0	95,813	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

2. On March 18, 2024, the reporting person was granted 41,954 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

	By: De Anna Mekwunye, Power of Attorney For: Julie Gruber	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Gap Inc (GAP) executive Julie Gruber report in this Form 4?

Julie Gruber reported exercising 8,633 restricted stock units into Gap Inc common shares. As part of the same event, 4,189 shares were withheld to satisfy tax obligations, and she now directly holds 58,414.4577 Gap Inc common shares.

How many Gap Inc shares did Julie Gruber acquire and at what price?

She acquired 8,633 Gap Inc common shares through the exercise of restricted stock units at a conversion price of $0.00 per share. These shares arose from previously granted equity awards rather than an open-market stock purchase.

Why were 4,189 Gap Inc shares disposed of in Julie Gruber’s Form 4?

4,189 Gap Inc common shares were withheld to cover tax liabilities tied to the restricted stock unit vesting and exercise. This tax-withholding disposition is recorded with code F and is not an open-market sale initiated for investment reasons.

How many Gap Inc shares does Julie Gruber own after these transactions?

After the reported transactions, Julie Gruber directly owns 58,414.4577 Gap Inc common shares. This total reflects the 8,633 shares acquired from restricted stock units, net of the 4,189 shares withheld to satisfy associated tax obligations.

What are the terms of the restricted stock units underlying Julie Gruber’s transaction?

Each restricted stock unit represents a contingent right to receive one share of Gap Inc common stock. A prior grant on March 18, 2024 covered 41,954 units, vesting in four equal annual installments beginning on the first anniversary of that grant date.